The goal of this research program has been to use a cognitive neuroscience framework to delineate the cognitive processes and neural systems that are modulated by sex steroids in aging. We continue this approach in this renewal (Years 8-11) by examining the effects of aging and sex steroids on the modulation of emotional memory. The role of the amygdala in arousal, and its importance in the affective modulation of memory, have been well delineated at the pharmacological, physiological and behavioral levels in both animals and humans. Studies also show that the amygdala and hippocampus have sex steroid receptors, and that sex steroids modulate their anatomy, physiology and function. However, neither the effects of aging, nor the effects of sex steroids on the amygdala's modulation of memory have been examined. Thus, we propose to expand our studies to examine the effects of sex steroids on the modulation of emotion and emotional memory in aging. We will examine age-related changes in emotion and emotional memory by comparing arousal, ratings of valence, and emotional memory for words, faces, pictures, stories, and fear conditioning in healthy older and younger people (Aim 1/Study 1). We examine sex steroid effects on these same measures in older women by examining the effects on performance of estrogen, estrogen + progesterone, estrogen + testosterone replacement versus no replacement (Aim 2/Study 2). Finally, we will examine sex steroid effects on these measures in older men by examining the effects of testosterone administered in a double blind placebo controlled manner (Aim 3/Study 3). We hypothesize that the memory impairment in aging for emotional stimuli will not be due to a primary lack of arousal or inability to recognize emotion, but rather the transfer of that information for use by the memory encoding and storage system. We also hypothesize that sex steroids will modify emotional memory in the elderly. This work will expand our understanding of factors that modify cognition, and in particular memory in aging, as well as the potential neural basis of these changes. This work is particularly important because those over 65 years of age are the fastest growing segment of the population, and are also those most likely to have cognitive decline and age-related degenerative diseases that preclude productivity and independence.